Legal.

This is a summary of our General Terms of Business. You agree to be bound by these terms upon engaging us in any services offered by Role-Match Pty Ltd (ABN 68 689 947 671), including the provision of people for your role on a temporary, short-term and/or permanent basis. Upon formal engagement, you will be provided with the full T&Cs that relate to the service/product you have selected. We have purposely written these terms to be clear and informative.

Section 1: General Conditions

Confidentiality:
1.1. We are required to treat your company information as confidential, and our Teams have signed an agreement to that effect.
1.2. We will treat your company information as confidential. You will treat our information as confidential in return for our reciprocal arrangement.

Intellectual Property:
1.3. You retain the rights to any intellectual property created as a result of any work performed for you by our Team.

Limitation of Our Liability:
1.4. To the extent permitted by law, our liability to you under these terms shall be limited to the cost of the resupply of the services. We shall not be liable for any loss of profit, anticipated loss of profit, loss of production, loss of opportunity, loss of use, or indirect, special or consequential loss or damage.

Insurances:
1.5. We will maintain the following insurance policies to cover our liability while providing services to you:

workers' compensation insurance as required by law;
professional indemnity insurance; and
public liability insurance for at least AU$10 million.

1.6. You will hold and maintain public liability and professional indemnity insurance each for a sum of not less than AU$10 million. Each party must provide the other with evidence of insurance within fourteen (14) days of a written request.

Payment Terms and Fees:
1.7. The amounts payable for our services will be clearly identified and set out in our Engagement documentation or as agreed in writing. We will invoice you at the agreed-upon frequency, and you will pay us within the period specified in accordance with our terms of payment. All payments under our terms shall be made in cleared funds without any deduction. Any additional specific payment terms related to our services will be outlined in our invoice. Our fees are subject to review on each anniversary of the date of these terms, and we reserve the right to increase them by not less than the current rate of CPI. Suppose there is an increase in the base cost of labour (including as a result of any changes of law, or change in pay rates under legislation or an applicable award or other industrial instrument and changes in superannuation, taxation and workers' compensation laws). In that case, we will be entitled to pass any such increase on to you, effective immediately upon such increase becoming effective and applicable to us.

Goods and Services Tax:
1.8. If GST is imposed on any supply made by us, under or in accordance with these terms, the amount that you must pay for that supply is the agreed fee plus GST. ‘GST’ means GST as defined in the GST Act. ‘GST Act’ means A New Tax System (Goods and Services Tax Act 1999) (Cth) as amended or any replacement or other relevant legislation and regulations.

Privacy:
1.9. Both parties acknowledge that during the operation of these terms, they may obtain personal information (including health, medical and other sensitive information) about certain persons.

Personal information has the meaning given to it under the Privacy Act 1988 (Cth) (Privacy Act). If either party receives or has access to any personal information as a result of performing its obligations under these Terms, then the relevant party must, in respect of the personal information:

comply with the Privacy Act;
use its best endeavours to ensure that the relevant persons abide by the Privacy Act;
have procedures and systems reasonably acceptable to the other party, including a privacy policy to ensure that it and its staff comply with the Privacy Act;
notify the other of any breach of these Terms in relation to privacy; and only use the personal information for the purpose for which it was initially provided to that party, or as otherwise advised by the other party from time to time.

Relationship:
1.10. Our relationship with you is one of independent contracting parties. Nothing in these terms is intended to create any relationship of partnership, employment or agency as between us or between you and our people.

Variation:
1.11. You agree that we may, at our discretion, vary the terms contained within this document by giving you fourteen (14) days’ notice in writing.

Dispute Resolution:
1.12. If a dispute arises between the parties relating to these terms, excluding any dispute about the non-payment of fees, the party seeking to resolve the Dispute must do so in accordance with this clause. If unresolved after mediation, either party may start proceedings in a court of law.

Force Majeure:
1.13. Neither party shall be responsible for any failure to carry out any of its duties under this Agreement, other than the obligation to pay amounts due, to the extent to which the failure arises due to an event beyond its reasonable control, including acts of God, floods, fires, explosions or other catastrophes, any form of Government intervention, war, civil commotion or emergency, terrorist activity, industrial action, which is not able to be prevented or overcome by the exercise of reasonable diligence and does not relate to its fault or negligence. If the Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement with immediate effect by giving written notice to the other party.

Miscellaneous:
1.14. Each Party has entered into these terms without relying on any representation by any other Party.
1.15. We reserve the right to charge market-rate interest on overdue accounts.
1.16. The laws of the State/Territory in which work is performed or where the contract is made govern these Terms. The parties submit to the exclusive jurisdiction of the courts and tribunals of the State in which work is performed or where the contract is made, or any competent Federal court exercising jurisdiction in the State in which work is performed or where the contract is made.

Specific Conditions

1.17. Specific Conditions that apply to our supply to you of Permanent and On-Hire Placements are set out in Sections 2, 3, 4 and 5.

Section 2: QuickMatch & SmartMatch

(Permanent placement products/services)

2.1. We will use all reasonable efforts to source appropriate candidates for you. To achieve this, we require the support of your team to ensure that the highest standards of service are consistently maintained. We will:

Refer only those candidates who have been reviewed against the agreed job specifications.
Never forward the candidate's details without the candidate’s full knowledge and consent;
Complete referee checks for all successful candidates, or where this is inappropriate or unavailable, advise you of such.

Conditions

2.2. Any decision made by you to employ candidates introduced or promoted by us will ultimately be based on your own enquiries, assessment and judgement. We make no warranties as to the suitability of candidates. Should any warranties be implied that are not excluded by the above, we reserve the right to elect to re-perform the services.

2.3. We are responsible for obtaining any necessary work or other permits, references, medical examinations, verification of qualifications and work rights, and criminal conviction checks as required by law for the candidates you employ.

2.4. We will not discriminate on your behalf on any basis, including gender, sexual preference, ethnic origin, religious or union affiliation.

2.5. We shall advise all candidates of the success of their applications. Any formal job offer made to the successful candidate must be made by you or by us, depending on the service/product you have chosen.

2.6. Placement fees calculated upon the initial purchase are due and payable once a candidate that has been introduced to you by us within twelve (12) months of the introduction to you or a company associated with you commences employment or starts work with you. You must notify us if a candidate accepts employment with you or a company associated with you, including the candidate’s commencement date and details of the candidate’s salary package.

Cancellation Fee

2.7. Where you withdraw the recruitment assignment, a cancellation fee is payable pro-rated to the stage of the recruitment process (e.g., two-thirds of the permanent placement Fee based on the expected Package when a candidate short list has been provided). Any fees paid in advance are non-refundable.

Section 3: NoRiskMatch (On-hire placement products/services)

3.1. If you request an on-hire placement for a particular task or service from us, you are deemed to have engaged on-hire staff on an ongoing placement covered by a monthly subscription. You will receive confirmation of the on-hire placement/s that has/have been assigned to you three (3) days before the start date.

3.2. We will use the same level of matching to provide your on-hire placement with the appropriate skills to fulfil your requirements, and you agree that your on-hire placement supplied is at all times our employees or independent contractors working under your care, direction, control and supervision.

3.3. We will supply your on-hire placement in a fashion that is as timely to your needs as is reasonably practical.

3.4. We may replace your assigned on-hire placement from time to time with other suitably qualified Team members. We will endeavour to provide 2 weeks' notice of such replacement where practicable.

3.5. Termination of your on-hire placement must be provided in writing with 4 weeks' notice. A final invoice calculated to the last day of service will be provided and is payable on or before the last day of service. Early termination of services does not negate this final charge.

3.6. When you confirm your on-hire placement, you agree to pay our monthly subscription fee (FinScription) for each month or part thereof worked by each on-hire placement or on-hire Team supplied to you.

3.7. Our invoices are due for payment within the service period they relate to. We reserve the right to terminate services after notifying you in writing on any invoice that is more than 14 days past our payment terms.

3.8. If, to comply with an applicable award, industrial agreement or statute, it becomes necessary for us to change the pay or benefits given to you on-hire placement, we reserve the right to reflect any such change in our fee, effective from when such a change becomes effective to us.

3.9. You must immediately notify us of any potential risks affecting our Team or if you intend to change the duties or tasks to be carried out by your on-hire placement, prior to them commencing the changed duties, so that we can ensure that they have the appropriate skills and training to perform those duties and so that a proper site risk assessment can be performed on the site where the work is to be carried out. We reserve the right to adjust the rate of on-hire placements to one that is appropriate to the nominated skill requirement and to adjust the fee accordingly.

3.10. You will appoint an appropriate liaison person to deal with us regarding our provision of on-hire placements to you.

Performance Concerns

3.11. You must advise us as soon as is practical if you are not satisfied with the work, performance of service, or behaviour of your on-hire placement. If requested, we will use our reasonable endeavours to provide a replacement as soon as possible.

3.12. You should only communicate directly with your on-hire placement in relation to performance or behaviour issues if the issues are:

Life-threatening or of a serious nature; or
You have obtained pre-approval from us to discuss performance with our Team.

3.13. By agreeing to our terms, you agree that only we may direct your on-hire placement not to continue work, be removed from the workplace or terminate the employment of your on-hire placement.

Industrial Relations and Employment

3.14. We must comply with any legal requirements and the conditions of employment that have been agreed with you on-hire placement, including, but not limited to, any terms and conditions contained within an industrial instrument such as an award or enterprise agreement. You must inform us of any award or industrial instrument (such as an award or enterprise agreement) covering your business or site where our Team perform work and/or where our services are to be undertaken. You must not take any action that may cause us to be in breach of any employment conditions. Each party is required to supply evidence of its statutory compliance with the relevant laws (where it is available) within seven (7) days after the receipt of a written request.

3.15. We will be responsible for all remuneration payable, including associated statutory employment costs, such as superannuation and payroll tax payments at the applicable rate. You shall indemnify us and our officers against any claim that may later arise as a result of our reliance on your written representation.

3.16. We will not supply on-hire placements to break picket lines.

13.7. You will ensure that our on-hire placements are treated fairly, regardless of union affiliation.

3.18. In the event of industrial action or a dispute that involves or affects our on-hire placements, you agree to assist us and do all things reasonably required to resolve the industrial action or dispute. This includes allowing our legal and non-legal representatives access to our on-hire placement at your site and to your staff, where they may be relevant to the resolution of a dispute or a complaint.

Liabilities and Indemnities

3.19. You receive on-hire placements at your sole risk. Our on-hire placements are under your care, direction, control and supervision. We are not liable for acts of our on-hire placements, including but not limited to:

in workplaces which are unattended or have inadequate or inappropriate internal controls or safeguards;
handling cash, negotiable instruments, valuables, merchandise or any other property of value;
operating, and referred to by us as independent operating contractors.

3.20. You release us and our Team from, and indemnify us against, any claim or liability for the loss or damage to property owned, operated or leased by you and property that is in your custody, care or control, including motor vehicles, trucks and their contents.

3.21. You agree to indemnify us against any claim, cost, liability, damage or loss suffered or incurred as a result of:

Any act or omission on your part, your employees or agents, including, without limitation, any payment of money or conferral of benefit by you to us without our written authority.
Any decision by you to discontinue the engagement of an on-hire placement that cause/s us to terminate the employment of the on-hire placement; and/or
Any loss, damage or injury suffered by a third party, caused by any negligence, or deliberate act, by our on-hire staff in the course of performing work under these Terms of Business.
Us taking (or being deemed to have taken) a transmission of your business; and
Any breach of occupational health and safety laws, including but not limited to incidents involving contaminants, pollutants and hazardous substances.

Work Health and Safety

3,22. You must provide our Team with a suitable and safe workplace that complies with the relevant work health and safety laws (“WH&S”).

3.23. You must provide any supervision, instruction, consultation and training necessary to ensure that safe work is performed by our on-hire placement, including any information and protective equipment relating to hazardous substances. You must ensure that a written safe work procedure is in place for all job tasks undertaken by our on-hire placement, and that you provide these written safe work procedures to us to enable on-hire staff to be trained in them before they commence work.

3.24. Prior to our on-hire placement commencing work for you, you must disclose to us the full history of all health and safety incidents and accidents and any other relevant WH&S material in relation to your business. You acknowledge that we will rely on that information in conducting a risk assessment of the workplace.

3.25. We will jointly agree on the provision of any training, equipment or workplace changes necessary for the safe performance of services.

3.26. You will notify us immediately of any work-related incidents, injuries or non-conformance issues affecting your on-hire placement and, where required by State or Territory Legislation, and/or the relevant Authorities. You will participate in return-to-work activities and provide suitable duties for our injured on–hire staff where reasonably possible

3.27. You acknowledge that we have mutual obligations in ensuring the health and safety of our on-hire placements while under your care, direction, control and supervision. You agree that we may visit your workplace from time to time to review safety arrangements for your on-hire placement. You agree to make any appropriate changes to help reduce the risk of accidents in your workplace.

3.28. You acknowledge that we do not have control of your workplace and that we rely on you to inform us of potential risks to the safety and welfare of our employees.

3.29. We encourage our staff to report any unsafe work conditions to their immediate supervisor. We ask that you assist us by notifying us of safety incidents affecting our Team, implementing safe work practices and through participating in the rehabilitation of injured workers.

3.30. We have a Drug and Alcohol Policy that prohibits our Team from working under the influence of certain performance inhibiting substances. You agree to notify us of any potential risks that may affect our Team or any breaches of this policy.

Hiring Your On-Hire Placement Directly

3.31. A Transition Fee is payable if:

While performing an on-hire engagement for you or any business associated with you; or
Within a six (6) month period of having completed such an engagement;

An offer of employment (full-time, part-time, fixed-term, project-based, or casual) or engagement as an independent contractor is made to our Team by you, any entity or business related to you, or another labour supplier you engage in substitution for us (i.e. transitioned staff).

3.32. The Transition Fee will be based on our full-time placement fee structure without a prior agreement to transition in place.

Section 4: Transition Services

4.1. A transition of an on-hire placement from a NoRiskMatch engagement to direct employment with you may be possible. It is dependent on whether all parties agree to the transition, and a fee can be agreed. The fee is calculated on several factors, including:

The length of the NoRiskMatch engagement
The value of the monthly subscription
The ‘Package’ that is associated with the role being offered
Current market rates for an equivalent position

4.2. The ‘Package’ means the total gross amount of all payments or value of all benefits and includes annual base salary, sign-on fees, superannuation, commission or bonuses based on projected value, allowances and any other variable remuneration and other company provided benefits (e.g. motor vehicle) for the first year in the position and includes all amounts due to under any applicable industrial award, agreement or law. Where annual bonus or commission payments exceed 30% of the base salary, a midpoint will be determined for inclusion in the Package. The Package excludes relocation costs, share entitlements, shift allowances and loadings.

4.3. Part-time positions are charged based on the full Transition Fee using an equivalent full-time package pro-rated based on the last six months of engagement.

4.4. The current Transition Fee can be provided at any time upon request.

Section 5: Services included in all our products/services

Candidate Testing

5.1. We provide a range of candidate evaluation tools as part of all engagements. These include, but are not limited to, technical skills assessments, psychometric testing, and other relevant testing services. These services are designed to assist us and you in making informed hiring decisions and in finding the best match for your needs.

5.2. All testing data and results will be treated as confidential and handled in accordance with applicable privacy laws and our internal data protection policies.

5.3. You must also ensure that any personal information received as part of these services is managed in compliance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

National Police History Checks (NPHCs)

5.4. We supply NPHCs for the top three Matches under every service/product and provide the results to you, in accordance with this Agreement.

5.5. You must not use or disclose personal information or NPHC information other than for our engagement with you.

5.6. Regardless of whether you are subject to the Australian Privacy Principles (‘APP’s’) and the Privacy Act, it will comply with the APP’s and Privacy Act as if it were an APP entity in relation to the handling of NPHC and personal information.

5.7. You must take reasonable and practical steps to ensure compliance by your organisation’s employees and contractors and must provide evidence of that compliance to us at any time upon request. You must notify us immediately if you become aware of a breach or possible breach by any person of their obligations under this clause.

5.8. We will not request an NPHC until the candidate has provided their written informed consent. We will retain the original completed informed consent form signed by the candidate as part of its records for audit and legal purposes.

5.9. You acknowledge and agree that we make the NPHC information available for use on the following conditions:

We make no representation or warranty of any kind without limitation in respect to accuracy; and
We do not accept responsibility or liability for any error or omission in the NPHC information.

5.10. We make no warranties of any kind, statutory, express or implied, to you or to any other user of the NPHC information. Other than those that cannot be excluded by law, we specifically make no express or implied warranties of merchantability or fitness of the NPHC results and information for a particular purpose.

5.11. Intellectual property in NPHC results and information provided to you by us vests in our NPHC provider. Property in each copy of NPHC results and information vests or will also vest with them.

Qualification Checks

5.12. We verify academic and professional qualifications as part of all engagements. This is conducted in compliance with all applicable privacy laws and confidentiality obligations.

Referee Verifications

5.13. We conduct 360-degree referee verifications for candidates as part of all engagements. This process involves contacting previous employers and professional and personal contacts, as supplied by candidates, to verify their employment history, professional performance, and character traits. This information is gathered in accordance with strict internal guidelines and is conducted in compliance with all applicable privacy laws and confidentiality obligations.

Terms of Business Updates

The Terms of Business are subject to change from time to time and are available on our website. The current Terms of Business were last revised in September 2025.

Contact Person: Annie Flannagan

Email: hello@role-match.com

Telephone: 1300 991 059

Head Office Post: ThincLab, 10 Pulteney Street, Adelaide, SA 5000